Business Vendor Packet Services

BUSINESS VENDOR PACKET SERVICES

This General Business Agreement (the "Agreement") is entered into as of Effective Date: , by and between Client Name: and Vendor Name: .

WHEREAS

WHEREAS, Client seeks to procure services and related deliverables from Vendor in connection with Client's business operations; and

WHEREAS, Vendor represents that it has the necessary expertise, personnel, and resources to perform the services described in this Agreement and agrees to perform such services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

Vendor shall perform the services described above and deliver any associated deliverables in accordance with the schedule and milestones set forth in the Scope of Work. Vendor shall provide personnel reasonably qualified to perform the services and shall perform in a professional and workmanlike manner consistent with industry standards.

2. VENDOR INFORMATION

Corporation LLC Partnership Sole Proprietorship Other:

3. PAYMENT TERMS

Client shall pay Vendor the fees set forth below. All fees are exclusive of taxes unless otherwise stated. Vendor shall submit invoices in accordance with the invoice schedule; Client shall pay undisputed invoices within the Payment Days:

Milestone payments Monthly Upon completion

Late payments shall accrue a late fee of % per month on the unpaid balance, or the maximum allowed by law, whichever is less. Client is responsible for any reasonable collection costs and attorney fees for amounts past due.

4. TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may also terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, or immediately if the breach is not reasonably capable of cure.

5. CONFIDENTIALITY

Each party (the "Recipient") shall maintain in confidence all Confidential Information disclosed by the other party (the "Discloser") during the term of this Agreement. "Confidential Information" includes non-public business, technical, financial or other information, whether written, electronic or oral, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Recipient shall not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement. The Recipient shall exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) was known to the Recipient without restriction prior to disclosure by the Discloser, or (c) is independently developed by the Recipient without use of the Discloser's Confidential Information.

6. INDEMNIFICATION AND INSURANCE

Vendor shall indemnify, defend and hold harmless Client and its affiliates, officers, directors and employees from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Vendor's negligence, willful misconduct or breach of this Agreement. Vendor shall maintain insurance coverage appropriate for the services provided, including commercial general liability and professional liability coverage, and shall provide certificates of insurance upon Client's request.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any action arising out of or related to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals or representations concerning such subject matter. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship between them.

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